SLIPPERY ROCK CAMPGROUND ASSOCIATION BYLAWS (EFFECTIVE May 28, 2006) ARTICLE I NAME AND PURPOSE Section 1. The name of the corporation is the SLIPPERY ROCK CAMPGROUND ASSOCIATION ("Association"), a Pennsylvania nonprofit corporation incorporated on July 10, 1985, pursuant to the Nonprofit Corporation Law of 1972, Act of November 15, 1972 (P.L. 1063, No. 271) 15 Pa. C.S. 7101-7990. Section 2. The Association was incorporated to acquire, own and operate the campground (the "Campground") located at Worth Township, Butler County, Pennsylvania. The Campground was formerly known as Yogi Bear's Jellystone Park Camp Resort or American Holidays and was subject to bankruptcy proceedings in the United States Court for the Western District of Pennsylvania, Bankruptcy Division, at No. 85-1214, 79 Corporation, Debtor. Section 3. Each member of the Association shall be entitled to the exclusive use of one, two or a maximum of three lots in the Campground and the non-exclusive use of the Common properties of the Campground. The Common Properties shall consist of the areas of the Campground owned and maintained by the Association for the benefit and enjoyment of all the members, such as parks, playgrounds, swimming pools, golf courses, streets, footways, buildings, structures and related facilities. ARTICLE II MEMBERS, ADMISSION FEES, ASSESSMENTS Section 1. The members of the Association shall consist of individuals who have been approved by the Board of Directors and who have paid the admission fee determined by the Board of Directors pursuant to Article II, Section 2 below (the "Admission Fee") or are paying the Admission Fee on a time payment plan. Membership in the Association shall entitle the member to voting privileges and to the exclusive use of a specific lot in the Campground and to the nonexclusive use of the Common Properties, all in accordance with these Bylaws and the Camping Rules and Regulations (as adopted by the Board of Directors under authority of Article IV), all as may be amended from time to time. A member may acquire more than one membership by the payment of a separate Admission Fee for each membership and the payment of the Assessment for each membership (as described in Section 3 of this Article II). Section 2. Upon full payment of the Admission Fee, each member shall be issued a Certificate of Membership ("Certificate") in the Association. A membership may be sold, assigned or bequeathed, provided that all Assessments have been paid with respect to the membership being transferred. A transfer of a membership must take place at the Campground in the presence of the transferor (or a legal representative), the transferee and a Director of the Association. The Board Secretary will duly note the transfer on the books of the Association,
cancel the Certificate of the transferring member and issue a Certificate to the new member. The new member will be subject to these Bylaws and to the Camping Rules and Regulations as adopted by the Board of Directors from time to time. The Board of Directors, upon the vote of two-thirds (2/3rds) of the Directors then in office, shall determine any increase or decrease in the membership Admission Fee. Section 3. The Board of Directors, upon the vote of two-thirds (2/3rds) of the Directors then in office, shall determine any increase or decrease in the membership admission fee. The Board of Directors shall determine the amounts and dates of payment of the assessments required for the payment of real estate taxes on the Campground, for the operation and maintenance of the Campground, for utilities, for capital improvements to the Campground, for all other costs and expenses of the Campground and for reserve funds, all in accordance with the provisions of these Bylaws. The total amount of each assessment shall be apportioned equally against each membership (except those memberships which have not been assigned to a member at the time of assessment) so that a member having two or more memberships shall pay a separate assessment for each membership. This annual assessment shall be known as the Annual Membership Fee. Section 4. (a) A member who fails to pay any Assessment by the date set by the Board of Directors shall be automatically expelled from membership in the Association. (b) The Board of Directors may impose such fines, penalties and sanctions, including expulsion from membership in the Association, against any member for violation of the Camping Rules and Regulations adopted by the Board of Directors, or for any act, matter or thing deemed prejudicial to the Association, as the Board of Directors may determine upon the vote of two-thirds (2/3rds) of the Directors then in office, taken after ten (10) days notice in writing to the members and an opportunity of being heard. In the event that a hearing is requested, such hearing shall be conducted pursuant to the procedure set forth in the Camping Rules and Regulations. (c) Any member aggrieved by a decision of the Board of Directors, shall have the right within ten (10) days after notice of the decision, to appeal to a meeting of the members by notifying the Board Secretary in writing. The Board Secretary shall then call a special meeting of the members in accordance with Article III, Section 2 of these Bylaws to hear and determine the appeal. (d) A member expelled from membership in the Association, whether automatically for the failure to pay an Assessment or otherwise as set forth in this Section, shall lose his/her membership rights and the use of a lot in the Campground and all Common Properties, as defined in Article II of these Bylaws. All such rights shall revert to the Association. Section 5. An individual who previously was a member of the Association may be reinstated as a member of the Association upon the vote of two-thirds (2/3rds) of the Directors then in office. Such reinstatement shall be upon such terms and conditions as are determined by - 2 -
the Board of Directors after consideration of the circumstances which caused the previous termination of the membership of such individual. Section 6. Those individuals who are leasing a lot for a definite period of time with a specified termination date are not entitled to vote. Those individuals shall be entitled to the nonexclusive use of the Common Properties of the Campground and shall be governed by all Camping Rules and Regulations of the Association and by these Bylaws. ARTICLE III MEMBERSHIP MEETINGS Section 1. The annual meeting of the members of the Association shall be held each year on the Sunday of Labor Day weekend commencing at 1 :00 o'clock, P.M. local time at the ranger station building or outside at a predesignated area at the Campground. No notice need be given of any annual meeting. Section 2. Special meeting of the members of the Association may be called at any time by any two Officers or by any two Directors and shall be called on a written request filed with the Secretary of twenty (20%) percent of the members entitled to vote. The written request must set forth the purpose of the special meeting. The Secretary shall fix the time and date of the special meeting to be held not less than fourteen (14) days nor more than thirty-five (35) days after receipt of the written request. The Secretary shall give at least ten (10) days written notice of the time, date and purpose of the special meeting, to be held at the Campground. Only the subjects specified in the written notice may be considered at the special meeting. Members aggrieved by a decision of the Board of Directors shall have the right to appeal to a meeting of the members set forth in pursuant to Article II, Section 4 (c). Section 3. At any annual or special meeting of the members of the Association, the presence in person or by proxy of the members entitled to cast thirty percent (30%) of all of the votes of the membership shall constitute a quorum. If a quorum is not present, the meeting shall be adjourned to a time and date not more than sixty (60) days thereafter. The Secretary shall give at least ten (10) days written notice of the time, date and purpose of the adjourned meeting. At any adjourned meeting, the presence in person or by proxy of members entitled to cast fifteen (15%) percent of all of the votes of the membership shall constitute a quorum. Section 4 At any annual or special meeting of the members of the Association, as well as the mail-in balloting procedure set forth in Section 5 (b) immediately below, each membership (except those memberships which have not been assigned to a member on the date of the meeting) shall designate one member of record who shall cast all votes for the membership. Each membership shall be entitled to one vote. All votes cast at an annual or special meeting shall be by secret ballot unless determined by a majority of the members present in person or by proxy at the meeting. Section 5. (a) Voting for Board of Directors, Bylaws amendments, and approval of budget shall appear on ballot. Other issues properly appearing on the ballot shall be by - 3 -
resolution of the Board of Directors. The annual meeting of the members shall be held on the Sunday of Labor Day weekend. (b) Voting for the Board of Directors at the expiration of their terms, Bylaws amendments and approval of the annual budget and/or other issues shall be exclusively by mailin ballot prior to each annual meeting, as set forth below: (i) One Director shall be elected annually by means of mail-in ballots from Section A, B, C and D of the Campground, respectively. Each candidate for the Board of Directors must be qualified as provided in Article IV of these Bylaws. (ii) Every mail-in ballot shall have a place designated for write-in candidates for the Board of Directors. All write-in candidates must possess the same qualifications as those provided under Article IV for candidates presented by the Nominating and Election Committee. (iii) Mail-in ballots as well as proxies shall be mailed to all members at least three weeks, but not more than four weeks, prior to the annual meeting. (iv) All mail-in ballots and proxies must be received by the Association's designated agent no later than the close of business on the Friday preceding the Sunday of the Labor Day weekend. (v) Mail-in ballots from members entitled to cast thirty percent (30%) of all of the votes of the membership must meet the requirements established from time to time by the Nominating and Election Committee in order to be counted. If such minimum number of valid mail-in ballots is so received, a majority of votes on each matter set forth on such ballots shall be the action of the membership on any such matter. Notwithstanding the foregoing, if any mail-in ballots include an amendment to the Bylaws of the Association, each such amendment shall require that valid mail-in ballots be received from fifty-one percent (51%) of those members of the Association eligible to vote thereon, and the majority of votes cast by such valid ballots shall be the action of the membership as to such amendment. (vi) Each mail-in ballot shall constitute a proxy and shall be counted towards the quorum requirements of any meeting. (c) Balloting results from mail-in ballots and voting from any motion brought to the floor at the annual meeting shall be posted on all bulletin boards and at the three entrance doors of the Recreation Hall as soon as possible following the completion of all official ballot counts on the day of the annual meeting. meetings. (d) All applicable provisions in this section shall also apply to special - 4 -
ARTICLE IV BOARD OF DIRECTORS Section 1. The business and affairs of the Association shall be conducted by the Board of Directors consisting of twelve (12) Directors, with three (3) Directors being elected from those members having the exclusive use of a lot in each Section of Section A, B, C and D of the Campground. Directors shall be elected from those names submitted by the Nominating Committee and from any write-in candidates. Except as may be required by special election, one Director shall be elected annually from Sections A, B, C and D of the Campground, respectively. Section 2. Any candidate for the Board of Directors nominated by the Nominating Committee or as a write-in candidate must meet the following qualifications: (i) said candidate must be a member in good standing of the Association as set forth under Article II of these Bylaws; and (ii) no candidate may be a paid employee of the Association or a family member of the same household as the paid employee. Section 3. Each Director shall serve for a term of three (3) years, provided that no Director shall serve for more than two (2) consecutive terms. Upon completion of said terms and after one year off the Board, the Director may resubmit his or her name as a candidate for the Board. Each Director shall serve for a full term and until a successor is duly elected and takes office at the reorganization meeting or until the earlier death, resignation or removal of said Director. Section 4. The Board of Directors shall hold an annual reorganization meeting the day following the completed and verified voting count. At the annual reorganization meeting the newly elected board members shall be seated and the Board of Directors shall elect the officers of the Association pursuant to Article V, Section 1 of these Bylaws. Section 5. The Board of Directors shall meet at least once each quarter at such time and place as they may from time to time determine. Special meetings of the Board of Directors may be called for any purpose by the President or by any three (3) Directors upon at least seventy-two (72) hours actual notice to each Director. Section 6. The Board of Directors shall serve without compensation and they shall not be required to post bond or surety for the faithful performance of their duties, however, the Association will provide an Officers and Directors Bond or Errors and Omissions Insurance to protect the officers and Directors against any liability which may be incurred in the performance of their duties. Section 7. A director of the Association shall stand in a fiduciary relationship to the Association and shall perform his or her duties as a director, including duties as a member of any committee, in good faith, in a manner reasonably believed to be in the best interests of the Association and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing these duties, a director - 5 -
shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the following: 1. one or more officers or employees of the Association whom the director reasonably believes to be reliable and competent in the matters presented; 2. counsel, public accountants or other persons as to matters, which the director reasonably believes to be within the professional or expert competence of such person; and 3. a committee of the Board as to matters within its designated authority. A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause the reliance to be unwarranted. Section 8. taken unless: and A director shall not be personally liable for monetary damages for any action 1. the director has breached or failed to perform the duties of his or her office; 2. the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Section 9. At any regular or special meeting of the Board of Directors a quorum shall consist of nine (9) Directors and business may be conducted by the majority vote of the Directors present at any meeting at which a quorum is present. Section 10. Vacancies existing on the Board of Directors for any reason, including an increase in the number of Directors, shall be filled by a vote of the majority of the Directors remaining in office, though less than a quorum. The newly elected Director shall serve during the unexpired term of the Director being replaced. The new Director must be from the same Section of the Campground as the Director being replaced and must meet the same qualifications as those set forth in this Article IV for all Directors. Section 11. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting by the unanimous written consent of the Directors then in office. Said consent shall be signed by all Directors and filed with the Secretary. Section 12. An individual Director may be removed from office for proper cause upon vote of two-thirds (2/3rds) of the directors then in office. Proper cause shall include but not be limited to the following: (a) (b) The Director being declared of unsound mind by an order of the court: The Director being convicted of a felony; - 6 -
(c) Board of Directors; (d) in Article IV; or The Director being absent from three (3) consecutive meetings of the The Director fails to continue to meet the qualifications as set forth herein (e) The Director being responsible for any act, matter or thing deemed prejudicial to the Association. Section 13. Notwithstanding any other provisions of law or the Articles of these Bylaws, during any emergency period involving health and safety at the Campground (as determined by federal, state or local agencies, public utilities or the Board of Directors), the Campground may be closed upon the vote of two-thirds (2/3rds) of the Directors then in office. Such vote may be taken by conference telephone, as provided by law for all corporate meetings, with subsequent written ratification. Questions as to the existence and duration of the emergency period shall be conclusively determined at the time by the vote of two-thirds (2/3rds) of the Directors then in office. ARTICLE V OFFICERS Section 1. The officers of the Association shall be elected from the Directors of the Association and shall be the President, Vice President, Secretary and Treasurer. Who shall hold office for one (1) year and thereafter until their successor is elected and qualifies, or until the earlier, death, resignation or removal of such officer, provided that the Board of Directors may remove an officer for cause as set forth in Article IV, Section 10. Section 2. The President shall preside at the meetings of the members and be Chairman of the Board of Directors. The President shall have general responsibility for the management of the business of the Association and shall see that all orders and resolutions of the Board are carried into effect and shall have the power to appoint and remove such subordinate officers and agents other than those elected by the Board as the business of the Association may require. The President shall be an ex-officio member of all standing committees. Section 3. The Vice President shall, in the absence of or during any disability of the President, perform the duties of the President and shall perform such other duties and responsibilities as the Board of Directors may from time to time determine. The Vice President shall assume responsibility for the administrative details delegated by the President. Section 4. The Secretary shall keep minutes of all meetings of the Board of Directors and members, and shall give all required notice of meetings. The Secretary shall have custody of all records, contracts and agreements of the Association and shall attend to such correspondence as the President or Board of Directors shall require. The Secretary shall record in a book kept for that purpose the names and addresses of all members of the Association as reported by such members together with the specific lots assigned for the exclusive use of each member. - 7 -
Section 5. The Treasurer, shall be the chief financial officer of the Association, shall have charge of all receipts and disbursements, and shall be the custodian of the funds. The Treasurer shall have full authority to receive and give receipts for all monies due and payable to the Association and shall maintain the accounts of the Association at such bank or banks as may be designated by the Board of Directors. The Treasurer shall render a financial statement at each annual meeting of the members and at all meetings of the Board of Directors. The Treasurer or his delegate approved by the Board of Directors, shall receive and deposit all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, provided however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of the budgets adopted from time to time by the Board of Directors. ARTICLE VI COMMITTEES Section 1. The Board of Directors may from time to time designate and create such committees as are necessary to accomplish the purposes of the Association. The Chairman of each committee shall be a member of the Board of Directors. Section 2. Unless otherwise provided herein, each committee shall consist of a Chairman and two or more members and the Chairman of each committee shall report to and be responsible to the Board of Directors. Section 3. The Board of Directors shall designate the duties and obligations of each committee in addition to those set forth in these Bylaws. Section 4. The Standing Committees of the Association shall be: Membership Committee Rules and Regulations Committee Nominating and Election Committee Recreation Committee Maintenance Committee Audit Committee Safety Committee Financial Committee Management Committee Bylaws Committee Section 5. The Membership Committee shall review the applications for memberships in the Association and shall make recommendations to the Board of Directors concerning the election of applicants for membership. Section 6. The Rules and Regulations Committee shall propose Camping Rules and Regulations, Amendments to the Camping Rules and Regulations concerning the use of the Campground for adoption by the Board of Directors. - 8 -
Section 7. (a) The Nominating and Election Committee chairman shall be appointed by the Board of Directors at its annual organization meeting. The names of the Nominating Committee chairman and its members shall be announced as soon as possible thereafter. (b) The Nominating and Election Committee shall consist of a chairman and a minimum of two (2) Association members having the exclusive use of a lot in each of Sections A, B, C, and D of the Campground. (c) The Nominating and Election Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Section 8. The Recreation Committee shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association. Section 9. The Maintenance Committee shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the common Properties of the Association. Section 10. The Audit Committee shall supervise the annual audit of the books and records of the Association and review all corporate operating statements on an ongoing basis. The Treasurer shall be an ex-officio member of the Committee. Section 11. The Safety Committee shall advise the Board of Directors on all matters pertaining to the safety program of the Association and shall determine needs and develop programs to protect persons and property in the Campground. Section 12. The Financial Committee shall develop a financial plan for the Association and an annual budget for the Association and shall refer all plans and activities to the Board of Directors. Section 13. (a) The Management Committee, which reports to the Board of Directors, shall consist of a minimum of three Board Members and as many other members as the Board of Directors shall deem necessary. All Management Committee members shall be approved by the Board of Directors. (b) The Management Committee shall: advise the Manager and all supervisory employees with respect to matters concerning the operations of the Campground; review the activities of the Manager and all supervisory employees; and be the primary source of communication between the Board of Directors and the Manager and all supervisory employees. (c) The Management Committee shall prepare for Board approval a written job description which shall list the duties and responsibilities of the Manager and of all supervisory employees. - 9 -
(d) The Management Committee shall evaluate the performance of the Manager and other supervisory employees in the conduct of their duties and shall report such evaluations to the Board of Directors. (e) When the Manager's position becomes vacant, the Management Committee shall process applicants and recommend qualified applicants to the Board of Directors for possible approval. The Management Committee shall follow the same procedure for filling vacancies among other supervisory employees. (f) The Management Committee may delegate its responsibilities, or any part of its responsibilities under Section 13 (b), (c), (d), and (e) for supervisory employees to the Manager. (g) The Manager's position shall not be filled by a member of the Association. Section 14. The Bylaws Committee shall meet from time to time to review the Bylaws, evaluate any possible changes and make recommendations to the Board of Directors for suggested revisions of the Bylaws. The recommendations of the Bylaws Committee will be presented to the members of the Campground for approval. Section 15. With the exception of the Nominating and Election Committee each committee shall have power to appoint a sub-committee from among the members and may delegate to any such sub-committee any of its powers, duties and functions. Section 16. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, office or the Board of Directors. ARTICLE VII FISCAL MATTERS, RECORDS Section 1. A. No Director, officer, agent, or employee of the Association shall have any power or authority to borrow money on its behalf as an individual, nor to pledge its credit, or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolution adopted by a majority of the Directors present and voting at a regular or special meeting of the Board of Directors. Authority granted by the Board of Directors for any of the above purposes must be limited to specific instances of borrowing and for a specific purpose. Section 1 B. Any buying of land outside the perimeters of SRCA by the Board of Directors, Manager, or any Committee, must be approved by 2/3 of all the Members voting at any Annual or Special Meeting of the Members. Section 2. All checks, notes and other obligations of the Association must be signed by any two (2) officers. - 10 -
Section 3 A. The annual audit of the books and records of the Association shall be prepared by a qualified accountant for distribution, together with the corresponding balance sheet, to the members of the Association by the Audit Committee. The Audit Committee shall supervise the annual audit of the books and records of the Association and review all corporate operating statements on an ongoing basis. The Treasurer shall be an ex-officio member of the committee. B. The Financial Committee shall develop an annual budget, which shall be presented to the Board for review and approval before sending to the members of the Association for adoption. Section 4. Every member, by written request to the Secretary, shall have the right to examine, in person or by agent, and make copies or extracts, at reasonable times and hours and for a reasonable purpose, all books and records of the Association. No books and records may be removed from the possession of the Director or officer having custody of them. Section 5. Members must advise the Secretary of their current address. All notices shall be sent to the members at the address appearing on the Association records and will be deemed to have been received three (3) days after mailing to such address. Section 6. The following three (3) monetary funds will be maintained for the Association: (a) Operating Fund. The Assessments made pursuant to Article II of these Bylaws, including a reserve account of at least ten (10%) percent of the total annual operating budget, shall be deposited in the Operating Fund. The funds in such reserve account may be used as the Board determines during the fiscal year. At the end of each fiscal year, the balance remaining in the reserve account may be transferred to the Contingency Fund. All or any portion of the Operating Fund not transferred to the Contingency Fund as provided in the immediately preceding sentence may be transferred to the Capital Fund unless the Board of Directors determines otherwise. (b) Contingency Fund. (1) A minimum of 30 percent of the interest derived from the Contingency Fund shall remain in the Contingency Fund each year. (2) A maximum of 70 percent of the interest derived from the Contingency Fund may be placed in the Operating Account. (3) The amounts in the Contingency Fund shall be expended only: Bylaws; or (i) in the event of an emergency pursuant to Article IV of these (ii) as determined by a vote of two-thirds (2/3rds) of all the members voting at any annual or special meeting of the members. - 11 -
(c) Capital Fund. One Hundred percent (100%) of each Admission Fee received pursuant to Article II of these Bylaws shall be deposited in the Capital Fund. The amounts in the Capital Fund shall be expended for improvements in the Campground, as determined by the Board of Directors. Section 7. The amounts in the three funds referred to in Article VII, Section 6, of these Bylaws shall be invested only in securities issued or guaranteed by the United States or an agency of the United States, or deposited in federally-insured accounts. The interest or other amounts earned shall be credited to each respective Fund. All checks, notes, accounts, and financial instruments with respect to each of the three funds must be signed by two officers of the Association. ARTICLE VIII INDEMNIFICATION Section 1. The Association shall, to the fullest extent that the laws of the Commonwealth of Pennsylvania currently in effect or as thereafter amended permit, indemnify any person who was or is a party or is threatened to be made a party to any threatened or pending or completed action by reason of having been a director, officer, employee or agent of the Association or was serving at the request of the organization. Section 2. The rights granted by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any other law, statue, or agreement. ARTICLE IX AMENDMENTS Section 1. These Bylaws may be amended at any annual or special meeting of the members of the Association at which a quorum is present in person or by proxy or by ballot. Section 2. Written notice of the proposed amendment, which shall be set forth in detail, shall be given to every member at least ten (10) days prior to the meeting. Section 3. All amendments to these Bylaws shall require the participation of fifty-one percent (51%) of the members, either in person or by proxy or by ballot, and the majority of votes shall govern. - 12 -